Conditions to Obligations of Buyer and Newco. Notwithstanding any other provision of this Agreement, the obligations of Buyer and Newco to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions to Obligations of Buyer and Newco. The obligations of Buyer and Newco under this Agreement are subject to the fulfillment, on the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of Buyer and Newco:
Conditions to Obligations of Buyer and Newco. The obligations of Buyer and Newco to consummate the Closing are subject to the satisfaction of the following further conditions:
Conditions to Obligations of Buyer and Newco. Neither Buyer nor NewCo shall be obligated to consummate the Merger unless and until Buyer delivers notice to the Company that it has elected to exercise its option to consummate the Merger pursuant to Section 1.2. Following Buyer's delivery and the Company's receipt of such notice, the obligation of each of Buyer and NewCo to consummate the Merger is subject to the satisfaction (or waiver by Buyer) of the following conditions:
Conditions to Obligations of Buyer and Newco. (a) Section 6.1(j) of the Merger Agreement is deleted and replaced by the following:
Conditions to Obligations of Buyer and Newco. The duty of Buyer and Newco to perform their respective obligations hereunder that are to be performed at the Closing shall be subject to the fulfillment or satisfaction, at or prior to the Closing, of the following conditions (any one or more of which may be waived in whole or in part by Buyer and Newco in a writing executed by Buyer and Newco):
Conditions to Obligations of Buyer and Newco. Notwithstanding any other provision of this Agreement, the obligations of Buyer and Newco to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company shall have complied with all covenants and agreements and satisfied all conditions on the Company's part, as applicable, to be performed or satisfied on or prior to the Closing Date. (b) Buyer shall have received from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Company, a written opinion dated the Closing Date and addressed to Buyer and Newco, in substantially the form attached as Annex B hereto; (c) Buyer shall have received the following under cover of a certificate of Secretary of the Company dated the Closing Date in substantially the form attached as Annex C hereto: (i) Copies of resolutions of (A) the board of directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by the Company pursuant hereto and thereto, and (B) the Shareholders evidencing the approval of the Merger and the adoption of this Agreement; (ii) A certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraph (i) above and further certifying that the Certificate of Incorporation and Bylaws of the Company delivered to Buyer at the time of, or prior to, the execution of this Agreement have been validly adopted and have not been amended or modified; and (iii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Buyer or its counsel may reasonably request. (d) Buyer shall have received a certificate of the President of the Company in substantially the form attached as Annex D hereto. (e) Buyer shall have received a fairness opinion from CIBC Xxxxxxxxxxx Corp., financial advisor to Buyer, addressed to the board of directors of Buyer to the effect that the Exchange Ratio is A-29
